SEC Form 3 · accession 0001753926-26-001483
Marpai, Inc. · MRAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Calvin Steven Mitchell
10% Owner
Period of report
Jul 31, 2026
Accepted (ET)
Aug 13, 2026 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001844392
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0001 per shareF1 | holding | — | — | — | 100,000 | D | ||
| Common Stock, $0.001 per shareF2 | holding | — | — | — | 650,000 | I | By Benchmark Assets, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (Right to Buy)F2 | $1.00 | holding | — | — | — | Oct 30, 2025 | Oct 30, 2028 | Common Stock | 1,300,000 | — | I |
| Series A Preferred Stock, $0.0001 par valueF4,F3 | — | holding | — | — | — | Jul 31, 2026 | — | Common Stock | 3,000,000 | — | I |
Explanation of responses
- F1Includes 50,000 shares of common stock held of record by the reporting person's spouse.
- F2The reporting person is the sole member and manager of Benchmark Assets, LLC ("Benchmark").
- F3The 3,000 shares of Series A Preferred Stock are not subject to expiration and are convertible into shares of common stock based on the stated value of $1,000 per preferred share at a conversion rate of $1.00 per share.
- F4The Series A Preferred Stock is held by the Mitchell Family Trust II (the "Trust"), an irrevocable trust of which the reporting person is the grantor and which is a member of a group under Regulation 13D with the reporting person and Benchmark. The reporting person has no pecuniary interest in the shares owned by the Trust and disclaims beneficial ownership of the shares held by the Trust pursuant to Exchange Act Rule 13d-4.